S-8

As filed with the Securities and Exchange Commission on April 5, 2005

Registration No. 333-           

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
Under
The Securities Act of 1933

QUIKSILVER, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation or organization) 33-0199426
(IRS Employer Identification No.)

15202 Graham Street
Huntington Beach, California 92649
(Address of principal executive offices) (Zip Code)

QUIKSILVER, INC. 2000 STOCK INCENTIVE PLAN
(Full title of the Plan)

Charles S. Exon
Secretary and General Counsel
Quiksilver, Inc.
15202 Graham Street
Huntington Beach, California 92649
(Name and address of agent for service)
(714) 889-2200
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

		Proposed		Proposed
	Amount to be	Maximum Offering		Maximum Aggregate	Amount of
Title of Securities to be Registered	Registered(1)	Price per Share		Offering Price	Registration Fee
2000 Stock Incentive Plan
Common Stock, $0.01 par value	750,000 shares		$28.98(2)	$21,735,000(2)	$2,559

(1)	This Registration Statement also covers any additional shares of Common Stock which become issuable under the 2000 Stock Incentive Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of Registrant’s Common Stock.
(2)	Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the average of the high and low selling prices per share of Registrant’s Common Stock on April 1, 2005, as reported by the New York Stock Exchange.

TABLE OF CONTENTS

PART II
	Item 3. Incorporation of Documents by Reference
	Item 4. Description of Securities
	Item 5. Interests of Named Experts and Counsel
	Item 6. Indemnification of Directors and Officers
	Item 7. Exemption from Registration Claimed
	Item 8. Exhibits
	Item 9. Undertakings
SIGNATURES
EXHIBIT INDEX
EXHIBIT 4.1
EXHIBHIT 5.1
EXHIBIT 23.1

PART II

Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference

     Quiksilver, Inc. (the “Registrant”) hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “Commission”):

(a)	The Registrant’s Annual Report on Form 10-K for the fiscal year ended October 31, 2004 filed with the Commission on January 13, 2005;
(b)	The Registrant’s Proxy Statement dated February 28, 2005 filed with the Commission on February 25, 2005;
(c)	The Registrant’s Current Report on Form 8-K filed with the Commission on December 16, 2004;
(d)	The Registrant’s Current Report on Form 8-K filed with the Commission on January 31, 2005;
(e)	The Registrant’s Current Report on Form 8-K filed with the Commission on March 23, 2005;
(f)	The Registrant’s Current Report on Form 8-K filed with the Commission on March 23, 2005;
(g)	The Registrant’s Current Report on Form 8-K filed with the Commission on March 29, 2005;
(h)	The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2005 filed with the Commission on March 11, 2005;
(i)	The Registrant’s Registration Statement on Form 8-A12B filed with the Commission on June 15, 1998, in which are described the terms, rights and provisions applicable to the Registrant’s outstanding Common Stock.

     All reports and definitive proxy or information statements subsequently filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (“1934 Act”) prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

     Not Applicable.

Item 5. Interests of Named Experts and Counsel

     Not Applicable.

II-1

Item 6. Indemnification of Directors and Officers

     Section 145 of the Delaware General Corporation Law permits indemnification of officers and directors of the Registrant under certain conditions and subject to certain limitations. Section 145 of the Delaware General Corporation Law also provides that a corporation has the power to purchase and maintain insurance on behalf of its officers and directors against any liability asserted against such person and incurred by him or her in such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of Section 145 of the Delaware General Corporation Law.

     Article III, Section 13 of the Amended and Restated Bylaws of the Registrant provides that the Registrant shall indemnify its directors, executive officers and agents to the fullest extent permitted by the Delaware General Corporation Law. The rights to indemnity thereunder continue as to a person who has ceased to be a director, officer, employee or agent and inure to the benefit of the heirs, executors and administrators of the person. In addition, expenses incurred by a director or executive officer in defending any civil, criminal, administrative or investigative action, suit or proceeding by reason of the fact that he or she is or was a director or officer of the Registrant (or was serving at the Registrant’s request as a director or officer of another corporation) may be paid by the Registrant in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Registrant as authorized by the relevant section of the Delaware General Corporation Law.

     As permitted by Section 102(b)(7) of the Delaware General Corporation Law, Article Fifth of the Registrant’s Restated Certificate of Incorporation provides that a director of the Registrant shall not be personally liable for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in good faith or acts or omissions that involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived any improper personal benefit.

     The Registrant has entered into indemnification agreements with each of its directors and executive officers. The indemnification agreements generally require the Registrant to indemnify its executive officers and directors against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by the executive officer or director in connection with any proceeding arising by reason of the fact that such person is or was an executive officer or director of the Registrant. The indemnification agreements also require the Registrant to advance litigation expenses provided that the executive officer or director undertakes to repay the amounts if it is ultimately determined that the executive officer or director is not entitled to indemnification for the expenses. The indemnification agreements also establish a conclusive presumption that the director or executive officer has met the applicable standard of conduct required for indemnification unless a majority of the disinterested members of the board of directors, a majority of the stockholders or independent legal counsel in a written opinion determine that the applicable standard has not been met. Partial indemnification is explicitly provided for in the indemnification agreements in the event that a director or officer is not entitled to full indemnification under the terms of the indemnification agreements or under applicable law.

     The Registrant has purchased directors’ and officers’ liability insurance. The Registrant intends to enter into additional indemnification agreements with each of its directors and executive officers to effectuate these indemnity provisions.

     Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “1933 Act”) may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the 1933 Act and is therefore unenforceable.

Item 7. Exemption from Registration Claimed

     Not Applicable.

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Item 8. Exhibits

Exhibit Number	Exhibit
4.1	Quiksilver, Inc. Restated Certificate of Incorporation, as amended.
4.2	Quiksilver, Inc. Bylaws, as amended (incorporated by reference to Exhibit 3.2 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended October 31, 2003).
5.1	Opinion and Consent of Hewitt & O’Neil LLP.
23.1	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
23.2	Consent of Hewitt & O’Neil LLP is contained in Exhibit 5.
24	Power of Attorney. Reference is made to the Signature Page of this Registration Statement.
99.1	2000 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed March 29, 2005).

Item 9. Undertakings

     A. The undersigned Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the 1933 Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; (2) that for the purpose of determining any liability under the 1933 Act each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the Registrant’s 2000 Stock Incentive Plan.

     B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is incorporated by reference into this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     C. Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers or controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6 or otherwise, the Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

II-3

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Huntington Beach, State of California on this 4^th day of April, 2005.

QUIKSILVER, INC.
By:	/s/ Charles S. Exon
	Charles S. Exon
	Executive Vice President, Business & Legal Affairs, Secretary and General Counsel

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of Quiksilver, Inc., a Delaware corporation, do hereby constitute and appoint Charles S. Exon and Steven L. Brink and each of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Robert B. McKnight, Jr. Robert B. McKnight, Jr.	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)	April 4, 2005
/s/ Steven L. Brink Steven L. Brink	Chief Financial Officer and Treasurer (Principal Financial Officer)	April 4, 2005

II-4

Signature	Title	Date
/s/ William M. Barnum William M. Barnum	Director	April 4, 2005
/s/ Charles E. Crowe Charles E. Crowe	Director	April 4, 2005
/s/ Michael H. Gray Michael H. Gray	Director	April 4, 2005
/s/ Robert G. Kirby Robert G. Kirby	Director	April 4, 2005
Bernard Mariette	Director	April ___, 2005
Franck Riboud	Director	April ___, 2005
/s/ Tom Roach Tom Roach	Director	April 4, 2005

II-5

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

EXHIBITS

TO

FORM S-8

UNDER

SECURITIES ACT OF 1933

QUIKSILVER, INC.

EXHIBIT INDEX

Exhibit Number	Exhibit
4.1	Quiksilver, Inc. Restated Certificate of Incorporation, as amended.
4.2	Quiksilver, Inc. Bylaws, as amended (incorporated by reference to Exhibit 3.2 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended October 31, 2003).
5.1	Opinion and Consent of Hewitt & O’Neil LLP.
23.1	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
23.2	Consent of Hewitt & O’Neil LLP is contained in Exhibit 5.
24	Power of Attorney. Reference is made to the Signature Page of this Registration Statement.
99.1	2000 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed March 29, 2005).

EX-4.1

                                  EXHIBIT 4.1

                     RESTATED CERTIFICATE OF INCORPORATION

                            CERTIFICATE OF AMENDMENT
                                       OF
                     RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                QUIKSILVER, INC.


                Quiksilver, Inc. (the "Company"), a corporation organized and
existing under the laws of the State of Delaware, does hereby certify that:

                FIRST: The original Certificate of Incorporation of the Company
was filed with the Secretary of State of Delaware on October 24, 1986. On April
8, 1996, the Company filed a Restated Certificate of Incorporation. On September
11, 2002, the Company filed a Certificate of Amendment of Restated Certificate
of Incorporation. On April 9, 2003, the Company filed a Certificate of Amendment
of Restated Certificate of Incorporation.

                SECOND: The Restated Certificate of Incorporation of Quiksilver,
Inc. is hereby amended by deleting Article FOURTH and replacing it with the
following:

        FOURTH:

                A. The total number of shares of all classes of stock that the
        Company shall have authority to issue is one hundred ninety million
        (190,000,000), consisting of:

                        (1) one hundred eighty-five million (185,000,000) shares
        of Common Stock, with a par value of $0.01 per share; and

                        (2) five million (5,000,000) shares of Preferred Stock,
        with a par value of $.01 per share.

                B. The shares of Preferred Stock may be issued from time to time
        in one or more series. The Board of Directors is authorized to fix the
        number of shares of any series of Preferred Stock and to determine the
        designation of any such series. The Board of Directors is also
        authorized to determine or alter the rights, preferences, privileges and
        restrictions granted to or imposed upon any wholly unissued series of
        Preferred Stock and, within the limits and restrictions stated in any
        resolution or resolutions of the Board of Directors originally fixing
        the number of shares constituting any series, to increase or decrease
        (but not below the number of shares of such series then outstanding) the
        number of shares of any such series subsequent to the issuance of shares
        of that series.

               THIRD: The amendment described above has been duly adopted in
accordance with the provisions of Section 242 of the General Corporation Law of
the State of Delaware by the directors and stockholders of the Company.

               IN WITNESS WHEREOF, the Company has caused this Certificate of
Amendment of Restated Certificate of Incorporation to be executed by its Chief
Executive Officer and attested by its Secretary this 24th day of March, 2005.

                                        QUIKSILVER, INC.


                                        By: /s/ Robert B. McKnight, Jr.
                                            ------------------------------------
                                            Robert B. McKnight, Jr.
                                            Chief Executive Officer

ATTEST:

/s/ Charles S. Exon
- -----------------------------
Charles S. Exon, Secretary



                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                QUIKSILVER, INC.

            Quiksilver, Inc. (the "Company"), a corporation organized and
existing under the laws of the State of Delaware, does hereby certify that:

            FIRST: The original Certificate of Incorporation of the Company was
filed with the Secretary of State of Delaware on October 24, 1986. On April 8,
1996, the Company filed a Restated Certificate of Incorporation. On September
11, 2002, the Company filed a Certificate of Amendment of Restated Certificate
of Incorporation.

            SECOND: The Restated Certificate of Incorporation of Quiksilver,
Inc. is hereby amended by deleting Article FOURTH and replacing it with the
following:

      FOURTH:

            A. The total number of shares of all classes of stock that the
      Company shall have authority to issue is ninety million (90,000,000),
      consisting of:

                  (1) eighty-five million (85,000,000) shares of Common Stock,
      with a par value of $0.01 per share; and

                  (2) five million (5,000,000) shares of Preferred Stock, with a
      par value of $.01 per share.

            B. The shares of Preferred Stock may be issued from time to time in
      one or more series. The Board of Directors is authorized to fix the number
      of shares of any series of Preferred Stock and to determine the
      designation of any such series. The Board of Directors is also authorized
      to determine or alter the rights, preferences, privileges and restrictions
      granted to or imposed upon any wholly unissued series of Preferred Stock
      and, within the limits and restrictions stated in any resolution or
      resolutions of the Board of Directors originally fixing the number of
      shares constituting any series, to increase or decrease (but not below the
      number of shares of such series then outstanding) the number of shares of
      any such series subsequent to the issuance of shares of that series.

            THIRD: The amendment described above has been duly adopted in
accordance with the provisions of Section 242 of the General Corporation Law of
the State of Delaware by the directors and stockholders of the Company.



            IN WITNESS WHEREOF, the Company has caused this Certificate of
Amendment of Restated Certificate of Incorporation to be executed by its Chief
Executive Officer and attested by its Secretary this 7th day of April, 2003.

                                               QUIKSILVER, INC.

                                               By: /s/ Robert G. McKnight, Jr.
                                                   -----------------------------
                                                   Robert G. McKnight, Jr.
                                                   Chief Executive Officer

ATTEST:

/s/ Charles S. Exon
- ---------------------------
Charles S. Exon, Secretary

                                       2


                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                QUIKSILVER, INC.

            Quiksilver, Inc. (the "Company"), a corporation organized and
existing under the laws of the State of Delaware, does hereby certify that:

            FIRST: The original Certificate of Incorporation of the Company was
filed with the Secretary of State of Delaware on October 24, 1986. On April 8,
1996, the Company filed a Restated Certificate of Incorporation.

            SECOND: The Restated Certificate of Incorporation of Quiksilver,
Inc. is hereby amended by deleting Article FOURTH and replacing it with the
following:

      FOURTH:

            A. The total number of shares of all classes of stock that the
      Company shall have authority to issue is fifty million (50,000,000),
      consisting of:

                  (1) forty-five million (45,000,000) shares of Common Stock,
      with a par value of $0.01 per share; and

                  (2) five million (5,000,000) shares of Preferred Stock, with a
      par value of $.01 per share.

            B. The shares of Preferred Stock may be issued from time to time in
      one or more series. The Board of Directors is authorized to fix the number
      of shares of any series of Preferred Stock and to determine the
      designation of any such series. The Board of Directors is also authorized
      to determine or alter the rights, preferences, privileges and restrictions
      granted to or imposed upon any wholly unissued series of Preferred Stock
      and, within the limits and restrictions stated in any resolution or
      resolutions of the Board of Directors originally fixing the number of
      shares constituting any series, to increase or decrease (but not below the
      number of shares of such series then outstanding) the number of shares of
      any such series subsequent to the issuance of shares of that series.

            THIRD: The amendment described above has been duly adopted in
accordance with the provisions of Section 242 of the General Corporation Law of
the State of Delaware by the directors and stockholders of the Company.



            IN WITNESS WHEREOF, the Company has caused this Certificate of
Amendment of Restated Certificate of Incorporation to be executed by its Chief
Executive Officer and attested by its Secretary this 11th day of September,
2002.

                                              QUIKSILVER, INC.

                                              By: /s/ Robert G. McKnight, Jr.
                                                  -----------------------------
                                                  Robert G. McKnight, Jr.
                                                  Chief Executive Officer

ATTEST:

/s/ Charles S. Exon
- -------------------------------
Charles S. Exon, Secretary

                                        2


                                    RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                QUIKSILVER, INC.

      The undersigned, Robert B. McKnight, Jr. and Randall L. Herrel, Sr.,
certify that they are the Chief Executive Officer and Secretary, respectively,
of Quiksilver, Inc., a corporation organized and existing under the laws of the
State of Delaware (the "Company"), and do hereby further certify as follows:

      A. The name of the Company is QUIKSILVER, INC.

      B. The original Certificate of Incorporation of the Company was filed in
the office of the Delaware Secretary of State on October 24, 1986.

      C. This Restated Certificate of Incorporation has been duly adopted by the
Board of Directors and by the Stockholders of the Company in accordance with the
applicable provisions of Section 242 and 245 of the General Corporation Law of
the State of Delaware.

      D. The text of the Certificate of Incorporation of the Company is hereby
amended and restated to read in its entirety as follows:

            FIRST: The name of this corporation is Quiksilver, Inc. (hereinafter
      referred to as the "Company").

            SECOND: The address of the Company's registered office in the State
      of Delaware is 1013 Centre Road, Wilmington, New Castle County, Delaware.
      The name of the Company's registered agent at that address is United
      States Corporation Company.

            THIRD: The purpose of the Company is to engage in any lawful act or
      activity for which a corporation may be organized under the General
      Corporation Law of Delaware.

            FOURTH:

                  A. The total number of shares of all classes of stock that the
      Company shall have authority to issue is thirty-five million (35,000,000),
      consisting of:

                        (1) thirty million (30,000,000) shares of Common Stock,
      with a par value of $.01 per share; and

                        (2) five million (5,000,000) shares of Preferred Stock,
      with a par value of $.01 per share.

                  B. The shares of Preferred Stock may be issued from time to
      time in one or more series. The Board of Directors is authorized to fix
      the number of shares of any series of Preferred Stock and to determine the
      designation of any such series. The Board of Directors is also authorized
      to determine or alter the rights, preferences, privileges and restrictions
      granted to or imposed upon any wholly unissued series of



      Preferred Stock and, within the limits and restrictions stated in any
      resolution or resolutions of the Board of Directors originally fixing the
      number of shares constituting any series, to increase or decrease (but not
      below the number of shares of such series then outstanding) the number of
      shares of any such series subsequent to the issuance of shares of that
      series.

            FIFTH: A director of the Company shall not be personally liable to
      the Company or its stockholders for monetary damages for breach of
      fiduciary duty as a director, except for liability (i) for any breach of
      the director's duty of loyalty to the Company or its stockholders, (ii)
      for acts or omissions not in good faith or which involve intentional
      misconduct or a knowing violation of law, (iii) under Section 174 of the
      Delaware General Corporation Law, or (iv) for any transaction from which
      the director derived an improper personal benefit.

                        If the Delaware General Corporation Law is hereafter
      amended to authorize the further elimination or limitation of the
      liability of a director, then the liability of a director of the Company
      shall be eliminated or limited to the fullest extent permitted by the
      Delaware General Corporation Law, as so amended.

                        Any repeal or modification of the foregoing provisions
      of this Article FIFTH by the stockholders of the Company shall not
      adversely affect any right or protection of a director of the Company
      existing at the time of such repeal or modification.

            SIXTH: In furtherance and not in limitation of the powers conferred
      by statute, the Board of Directors is expressly authorized to make, alter
      or repeal the bylaws of the Company.

            SEVENTH: Election of directors need not be by written ballot unless
      the bylaws of the Company shall so provide.

      E. The undersigned further declare under penalty of perjury under the laws
of the State of Delaware that this Restated Certificate of Incorporation is the
act and deed of the Company and that the facts stated herein are true.

DATED:  April 4, 1996                             QUIKSILVER, INC.

                                                  /s/ Robert B. McKnight, Jr.
                                                  ------------------------------
                                                  Robert B. McKnight, Jr.
                                                  Chief Executive Officer

ATTEST:

/s/ Randall L. Herrel, Sr.
- ---------------------------------------
Randall L. Herrel, Sr., Secretary

                                       2

EX-5.1

EXHIBIT 5.1

OPINION AND CONSENT OF HEWITT & O’NEIL LLP

April 4, 2005

Quiksilver, Inc.
15202 Graham Street
Huntington Beach, CA 92649

Re:	Quiksilver, Inc.- Registration Statement for Offering of an Aggregate
	of 750,000 Shares of Common Stock

Dear Ladies and Gentlemen:

     We have acted as counsel to Quiksilver, Inc., a Delaware corporation (the “Company”), in connection with the registration on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended, of 750,000 shares of the Company’s common stock (the “Shares”) authorized for issuance under the Company’s 2000 Stock Incentive Plan, as amended (the “Plan”).

     This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

     We have reviewed the Company’s charter documents and the corporate proceedings taken by the Company in connection with the establishment of the Plan. Based on such review, we are of the opinion that, if, as and when the Shares have been issued and sold (and the consideration therefor received) pursuant to the provisions of option agreements or stock purchase rights duly authorized under the Plan and in accordance with the Registration Statement, such Shares will be duly authorized, legally issued, fully paid and nonassessable.

     We consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement.

     This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company and the Shares.

Very truly yours,
 

/s/ Hewitt & O’Neil LLP  

HEWITT & O’NEIL LLP 

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement of Quiksilver, Inc. on Form S-8 of our report, dated January 12, 2005, which report expresses an unqualified opinion and includes an explanatory paragraph regarding a change in Quiksilver’s method of accounting for goodwill and intangible assets, appearing in the Annual Report on Form 10-K of Quiksilver, Inc. for the year ended October 31, 2004.

/s/ Deloitte & Touche LLP

Costa Mesa, California
April 4, 2005